CONTRACT
CONSTRUCTION CONTRACT
TI irs AGI<FEMENT is made this
day of
—. 2020. in the lerritorv of the Virgin
Islands, by and between the Government of the Virgin Islands. Department of Properly &
Procurement. oii behalf of the Virgin Islands Department of Education ( hereinafter referred to
as “Government”) and Professional I)esign!Huilders, Inc. d/h/a (‘ustom Builders (hereinat’ter
re ft rred to as “Con tracto
W ITNF:SSFTII:
WI IFRI:AS. the Goeriiiiietit
is in need of
a contractor to lumish all
labor, materials and
equipment necessary for (lie 1oderiiization/ Renoation of (lie Gladv’sAhraliani Flenien(ar
School on the island of St. Thomas, Virgin Islands. in strict accordance with the plans and
specifications (nieorporaied h reference and made a part ol this contract), which duties and
responsihi I ties are more particularly described in 7tddendum I, (Scope of Work I.. tddendun, 11
(General
Provisions
and
Warranties
together
with
the
addiiional
General
Provisions
Construction).. lddenduin III (Termination
of Contracls.
iddenduns
IF
(Compensation).
iddenctum I ‘(Provisions from 2 (‘FR 2003261. and ‘Iddendun, I ‘1(1)111* Requirements. atuclied
hereto: a iRl
\\‘Ill’RIz’\S. the (‘oniraclor represents that
it is
lIme and capable ol pros idnig such
services:
NOW THFREEC)RIi. in consideration of the mutual covenants herein contained, and
intending to be legally bound by this written instrument, the parties hereto do covenant and agree
as lolIows
I.
SF.RVI(’ES
The Contractor ill provide the scr\ ices described inure parncrilarl in Addendtun I (Scope
of Work I incorporated herein h re t’erence and made a pail o I’ this construct ion contract
2.
TERM
This Contract shall commence upon execuiion by the (iovernor and shall terminate
Fehrua i•v 28, 2022, from the issuance of the lbrmal Notice to Proceed, or in accordance with an
agreed upon extension pursuant to the General Provi sinus.
3.
(‘OMPENSAl’l(fl
I he Government. in consideration of satisfactory perlormance of the ser\ ices described n
Addendum
I (Scope of Work ). agrees to pay the (‘ontractu the sum of Four Million Eight
hundred
SiIv—Five
Thousand
Nine
Hundred
Fifty—Nine
I)ollars
and
Zero
(‘ent
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($4,865,959.00). in accordance with the provisions set forth in Addendum IV (Compensation),
attached hereto is hereby incorporated by reference and made a part of this contract.
4.
LIQUIDATED DAMAGES
It is hereby expressly agreed by the parties hereto that in the event the Contractor has not
completed the scope of work under the term set forth in Paragraph 2 hereof Three Hundred Fifty
Dollars ($350.00) for each calendar day or portion thereof shall he due the Government.
The
liquidated damages shall first he deducted from any contract monies due. hut not vet paid to the
extent available.
5.
RECORDS
The Contractor will present documented, precise records of time and/or money expended
tinder this Contract.
6.
PROFESSIONAL STANDARDS
The Contractor agrees to maintain the professional standards applicable to its profession
and to Contractors doing business in the United States Virgin Islands.
7.
DOCUMENTS, PRINTOUTS, ETC.
Certified copies ol’ all doctnnents. books, records, instructional materials, programs.
printouts and memoranda of every description deri cd therefrom and pertaining to this Contract
shall become the property of the Government and shall he turned over to it at the termination of
this Contract, or at the Government’s i-equesi. during the lire of the contract. The ahoe-described
materials shall not be used by (‘ontractor or by any other person or entity except upon the written
permission of the Government.
8.
LIABILITY OF OTHERS
Nothing in this Contract shall be construed to impose any liability upon Go crnmcnt to
persons,
firms, associations,
or corporations engaged
by Contractor as
servants,
agents,
independent contractors, or in any other capacity whatsoever, or make the Government liable to
any such persons, (1mm, associations or corporations for the acts, omissions, responsibilities,
obligations
and
taxes of Contractor of whatsoever nature,
including but
not
limited to
unemployment insurance, gross receipt. excise, and social security taxes for Contractor, its
servants, agents or independent contractors.
9.
ASSIGNMENT
The Contractor shall not subcontract or assign any part of the services under this contract
without the prior written approval of the Government.
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10.
INDEMNIFICATION
Contractor agrees to indenmift’. defend, and hold harmless the (jovenunent from and
against any and all loss, damage. liability, claims, demands, detriments, cost, charges and expenses
(including attorney’s fees) and causes of action of whatsoever character which the Government
may incur, sustain or be subjected to, arising out ot or in any way connected to the services to be
performed by Contractor tinder this Contract and arising from any cause, except the sole
negligence of Government.
ii.
I\DEPENDENT CONTRACTOR
The Contractor shall perform this (‘oiitract as an independent contractor and nothing herein
contained shall be construed to he inconsistent
ith this relationship or status.
12.
GOVERNING LAW
This Contract shall be governed by the laws of the United States Virgin Islands and
jurisdiction and venue are exclusive in the United States Virgin Islands.
13.
WAIVERS AND AMENDMENTS
No waiver, modification, or amendment olany term, condition or provision oithis Contract
shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their
duly authorieed representatives, and specifying with particularity the nature and extent of such
waiver, modification, or amendment.
Any such waiver, modification, or aniendment in any
instances shall in no event he construed to he a general waiver, modification, or amendment of any
of the terms, conditions, or provisions of this (‘ontruci. bitt the same shall be strictly limited and
restricted to the extent and occasion specified in such signed writing or writings.
14.
ENTIRE AGREEMENT
This agreement constitutes the entire agreement of the panics relating to the suhect matter
addressed in this agreement. This agreement supersedes all prior communications, contracts, or
agreements between the parties with respect to the subject matter addressed in this Agreement,
whether written or oral.
IS.
RIGIITTO Will-IHOLL)
If work under this Contract is not performed in accordance with the terms, hereof,
Government will have the right to withhold out of any payment due to Contractor, such sums as
the Government may deem ample to protect it against loss or to assure payment of claims arising
therefrom, and, at its option, the Government may apply such sums in such manner as the
Government may deem proper to secure itself or to satisfy such claims.
The Government will
immediately notify the Contractor in writing in the event that it elects to exercise its right to
withhold.
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16.
CONDITION PRECEDENT
This Contract shaLl be subject to the availability and appropriation of ftinds and to the
approval of the Governor.
17.
TERMINATION
Either Party will have the right to terminate this contract with cause on ten (10) days written
notice to the other party speciing the date of termination.
The aitaehed “Addendum Ill-
Termination of Contracts for the Convenience of the Government” is hereby ifihly incorporated
herein by reference and is made a part of this agreement.
18.
PARTIAL TERMINATION
The performance of work under this contract may be terminated by the Government in part.
whenever the Government shall deem such termination advisabie by providing ten (ID) days
written notice to the Contractor.
This partial termination shall be effected by delivering to the
Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties
under this contract are terminated and the date upon which such termination becomes effective.
The Contractor shall be entitled to receive payment for services provided to the date of termination.
including payment for the period of the ten (JO) days’ notice.
19.
NON-DISCRIMINATION
No person shall be excluded from participating in, be denied the proceeds of, or be subject
to discrimination in the performance ofthis Contract on account of race. creed, color, sex, religion,
disability or national origin.
20.
CONFLICT OF INTEREST
(a)
Contractor covenants that it has no interest and will not acquire any interest, direct or indirect.
which would conflict in any manner or degree with the performance ofservices required to perform
under this Contract.
(b)
Contractor further covenants that it is:
(I) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor,
member of the Legislature or any other elected territorial official; or an officer or
employee of the legislative, executive, orjudicial branch of the Government or any
agency, board, commission, or independent instrumentality of the Government,
whether compensated on a salary, fee or contractual basis); or
(2)
a territorial officer or employee and, as such, has:
(i)
familiarized itself with the provisions of Title 3, Chapter 37. Virgin
Islands Code, pertaining to conflicts ofinterest, including the penalties
provisions set forth in section 1108 thereof;
(ii)
not made, negotiated or influenccd this contract,
in
its official
capacity; and
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(iii)
no financial interest in the contract as that term is defined in section
1101. (I) of said Code chapter.
21.
EFFECTIVE DATE
The effective date of this Contract is upon the execution by the Governor.
22.
NOTICE
Any notice required to he given by the terms of this Contract shall be deemed to have been
given when the same is sent by certified mail, postage prepaid or personally delivered, addressed
10 the parties as foIlot.s:
(;OVERNMENT
Anthony I). Thomas
Commissioner
Department of Property and Procurement
8201 Subbase3r[I Floor
U. S.V irgin Islands 00802
Racquel Berry Benjamin
Corn ni issione r
Department of [tducat i oii
1834 Kongens (jade
St. Thomas. Virgin Islands 00X02
(‘ONTRACTOR
Mr. Jerome T. Boschulte
President
Professional Design/Builders. Inc. cIb1a Custom builders
4028 Anna’s Retreat
St. Thomas. Virgin islands 00802
23.
LICENSLJRE
The Contractor covenants that it has:
a.
obtained all of the applicable licenses or permits. teniporarv or otherwise, as
required by Title 27 of the Virgin Islands Code, and
h.
familiarized itself with the applicable provisions of Title
27 of the Virgin Islands (‘ode pertaining to professions
and occupations.
24.
CONTRACTOR’S REPRESENTATIONS
The Contractor agrees that it is fully informed regarding all the conditions affecting the
work to be done and labor and materials to he furnished for the completion of the Contract, and
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that it has been engaged in and now does such work and represents that it is ftilly equipped.
competent. and capable of performing the work and is ready and willing to perform such work.
l’he Contractor agrees fttrrher to begin work not later than the date indicated on the fonnal Notice
to Proceed and complete the work within the number of day’s specified in the proposal or as
extended in accordance with the General Provisions of the Contract.
The Work shall he clone under the direct supervision ot the Govermuent. and in accordance
with the laws of the Government and it Rules and Regulations thereunder issued and any and all
applicable federal rules and regulations.
The parties hereto agree that this contract shall, in all
instances. he governed by the Laws of the Government of the Virgin Islands.
25.
WARRANTY OF NON-SOLICITATION
The (‘ontraetor expressly warrants that
it nor its officers, agents or employees has
employed no person to solicit or obtain this contract on its behalf, or to cause or procure the same
to be obtained upon compensation iii any way, contingent, in whole or in part. upon such
procurement. and that ii nor its officers, agents or employees has not paid, or promised or agreed
to pay to any person. iii consideration of such procurement. or in compensation for services in
connection therewith, any brokerage. commission, or percentage upon the amount receivable by
him hereunder; and that it nor its officers, agents or employees has not, in estimating the contract
price demanded by it included any sum by reason of such brokerage. commission or percentage:
and that all monies payable to it hereunder are free from obligation to any other person For services
rendered, or supposed to have been rendered. iii the procurement of this contract.
Breach of the warranty shall give the Government the right to terminate this Contract, or
in its discretion, to deduct from the contract price or consideration the amount of such coinniission,
percentage. brokerage or contingent fees.
26.
FALSE CLAIMS
Contractor warrants that it shall not, with respect to this Contract, make or present any
claim upon or against the Government of the Virgin Islands, or any officer, department, board,
commission, or other agency thereof, knowing such claim to he false, fictitious or frattdulent
Contractor acknowledges that making such a false, fictitious, or fraudulent claim isan offense
under Virgin IsLands law.
27.
DEBARMENT CERTIFICATION
By execution of this contract, the (‘ontractor certifies that it is eligible to receive contract
awards using federally appropriated funds and that it has not been suspended or debarred from
entering into contracts with any federal agency.
The Contractor shall include this provision in
each of its subcontracts hereunder and shall furnish its subcontractors with the current “LIST OF
PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT.” In
the event [he Contractor or any subcontractor misrepresents its eligibility to receive contract
awards using federal hinds, the Contractor or subcontractor agrees that it shall not be entitled to
payment for any work pcrthrmed under this contract or any subcontract and that the Contractor or
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subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress
payments heretofore made.
28.
NOTICE OF FEDERAL FUNDING
Contractor acknowledges that this Contract is funded. in whole or in part. by federal funds.
Contractor warrants that it shall not, with respect to this Contract, make or present any claim
knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making
such a false. fictitious, or fraudulent claim is a federal offense.
29.
I)AVIS BACON ACT
Contractor hereby agrees that it shall comply s ith all rulings and interpretations of the
Davis-Bacon Act (40 USC 276a-5) and that the contractor and subcontractor agrees that all
employees shall he paid the local prevailing wages as established by Virgin Islands statutes and
laws.
30.
OTHER PROVISIONS
i\ddenduni I (Scope of Work). Addendum II (Gcncral Provisions and Warranties) and
Addendum Ill (Termination of Contracts. Addendum IV (Compensation). Addendum V
(Provisions from 2 CFR 200.326) and Addendum VI (DDE Requirements), attached hereto are
hereby incorporated by reference and made a part of this contract.
31.
INSURANCE
(‘ontractor shall maintain the following insurance coverages during the term of this Contract
(a)
COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a
form acceptable to the Government. on a “per occurrence” basis with a minimum limit
of not less than one million dollars (SI .000.000.00) for any one person per occurrence
for death or personal injury and one million dollars (SI ,000,000.00) fbr any one
occurrence for property damage. Insurance policy(ies) shall name the Government of the
Virgin Islands as the certificate holder and additional insured via an endorsement.
(hh
WORKERS’ COMPENSATION: Contractor shall supply current coverage under the
Government Insurance Fund or other form of coverage.
32.
PAYMENT AM) PERFORMANCE BONDS
The Contractor shall comply with the following minimum bonding requirements:
(a) A performance bond to secure Contractor’s obligations and performance tinder the contract
for
I 00% of the Contract price; and
tb) A payment bond to assure payment to all persons supplying labor and material in the
execution of the ork protided for in the contract for 100% oI’ihe Contract price
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IN WITNESS WFIEREOF. the panics have hereunto set Iheir hands on the day and year
first above written.
GOVERNMENT OF TBç VIRGIN ISLANDS
Date: 2/5/202 1
Anthor&’b. Thomas
Commissioner
Department of Property and Procurement
L)zyc)
2L
APPROVED:
1Yrq _/nzA_i_
Date: 02/03/2021
el Wernhe
Commissioner
Department of Education
NTRACTO
/!T.BOUIt%
President
Professional Design/Builders. Inc. d/ba Custom Builders
((‘a;potate seal, if(ontiacto, is a coiporattoni
Date:
Albert Bryan Jr
GOVERNOR OF THE VIRGIN ISLANDS
APPROVED AS TO LEGAL SUFFICIENCY
AT THE DEPARTMENT OF JUSTICE BY:
Date_f]q21
Assistant Attorney General
P0 No 3516. Dated 211/2021
Purchase Order No.
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WITNESSES:
L A
‘UI
Date:
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